GeneDx (WGS) CEO discloses RSU vesting, tax-related stock sales

Rhea-AI Filing Summary

GeneDx Holdings Corp.’s chief executive officer and director reported routine equity transactions involving Class A Common Stock on December 16, 2025. The filing shows 18,750 restricted stock units converting into the same number of shares at an exercise price of $0, increasing the executive’s directly held stock before related sales.

On the same date, the executive sold multiple small blocks of shares at weighted average prices reported between $138.93 and $150.75. According to the notes, these trades were made solely to cover tax withholding obligations tied to the RSU vesting and were not discretionary sales. After these transactions, the executive directly owned 14,237 shares of Class A Common Stock, plus RSUs representing up to 415,368 shares and options to purchase up to 107,610 shares, all vesting over time under their existing award terms.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Stueland Katherine

(Last) (First) (Middle)

C/O GENEDX HOLDINGS CORP.

333 LUDLOW ST., NORTH TOWER, 6TH FLOOR

(Street)

STAMFORD CT 06902

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GeneDx Holdings Corp. [ WGS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	12/16/2025		M		18,750	A	$0(1)	25,094	D
Class A Common Stock	12/16/2025		S(2)		369	D	$138.93(3)	24,725	D
Class A Common Stock	12/16/2025		S(2)		1,031	D	$140.0824(4)	23,694	D
Class A Common Stock	12/16/2025		S(2)		2,679	D	$141.2047(5)	21,015	D
Class A Common Stock	12/16/2025		S(2)		604	D	$142.1187(6)	20,411	D
Class A Common Stock	12/16/2025		S(2)		940	D	$144.2738(7)	19,471	D
Class A Common Stock	12/16/2025		S(2)		1,628	D	$145.3562(8)	17,843	D
Class A Common Stock	12/16/2025		S(2)		1,970	D	$146.9282(9)	15,873	D
Class A Common Stock	12/16/2025		S(2)		932	D	$148.5496(10)	14,941	D
Class A Common Stock	12/16/2025		S(2)		274	D	$149.198(11)	14,667	D
Class A Common Stock	12/16/2025		S(2)		74	D	$150.75	14,593	D
Class A Common Stock	12/16/2025		S(2)		356	D	$140.95	14,237(12)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	12/16/2025		M			18,750	(13)	(13)	Class A Common Stock	18,750	$0	93,750	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive 1 share of the Issuer's Class A Common Stock upon settlement for no consideration.

2. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $138.65 to $139.41, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote and in footnotes 4 through 11.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $139.70 to $140.465, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $140.72 to $141.68, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $141.76 to $142.41, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $143.75 to $144.74, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $144.80 to $145.55, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $146.605 to $147.51, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $147.85 to $148.76, inclusive.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $149.01 to $149.32, inclusive.

12. Following the reported sale undertaken to satisfy tax withholding liabilities, in addition to the 14,237 shares of Class A Common Stock beneficially owned by the Reporting Person, the Reporting Person beneficially owned RSUs representing contingent rights to receive up to an aggregate of 415,368 shares of Class A Common Stock and options to purchase up to an aggregate of 107,610 shares of Class A Common Stock, which RSUs and options vest according to their respective terms.

13. 6.25% of the total award vested or vests quarterly, subject to the Reporting Person's continued service to the Issuer on each vesting date, and with the first tranche vested on March 16, 2023. These RSUs do not have an expiration date; they either vest or are cancelled prior to the vesting date.

	/s/ Bridget Brown, Attorney-in-Fact	12/18/2025
	** Signature of Reporting Person	Date
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